8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  April 26, 2007

CF Industries Holdings, Inc.
(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation)	001-32597 (Commission File No.)	20-2697511 (I.R.S. Employer Identification Number)
4 Parkway North, Suite 400 Deerfield, IL		60015 (Zip Code)
(Address of principal executive offices)

Registrant’s telephone number, including area code: (847) 405-2400

 (Former name or former address if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o            Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o            Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o            Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o            Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.

On April 26, 2007, Ernest Thomas, Senior Vice President and Chief Financial Officer of CF Industries Holdings, Inc. (the “Company”), announced his intention to resign as an officer of the Company, effective April 27, 2007, in order to accept another position. Mr. Thomas is expected to remain an employee of the Company for a short period following his resignation, and then serve as a consultant through August 31, 2007.

Concurrently with Mr. Thomas’s resignation, the Company elected Anthony J. Nocchiero, 56, to succeed Mr. Thomas as Senior Vice President and Chief Financial Officer, effective April 27, 2007. Before joining the Company, Mr. Nocchiero was Chief Financial Officer and Vice President, Finance, of Merisant Worldwide, Inc., a position he held from July 2005 to March 2007. From January 2002 to July 2005, Mr. Nocchiero was self-employed as an advisor and private consultant.  From January 1999 to January 2002, Mr. Nocchiero served as Vice President and Chief Financial Officer of BP Chemicals, the global petrochemical business of BP p.l.c. Prior to that, he spent twenty-four years with Amoco Corporation, including service as Amoco’s Vice President and Controller from April 1998 to January 1999. Mr. Nocchiero holds a B.S. degree in chemical engineering from Washington University and an M.B.A. degree from the Kellogg School of Management at Northwestern University.

In connection with Mr. Nocchiero’s employment, he will receive an annual base salary of $350,000 and a target annual incentive (bonus) opportunity equal to 60% of his base salary. Mr. Nocchiero’s annual incentive payment for 2007 will be based solely on the Company’s financial results for the year, and will range from 50% to 200% of his target award as the Company’s cash flow return on average gross capital employed increases from a threshold of 5%, through a target of 13%, to a ceiling of 21%. Mr. Nocchiero’s salary and annual incentive payment for 2007 will be pro rated to account for the fact that he joined the Company in late April. The Company’s Compensation Committee is expected to consider a stock option award, restricted stock award, and change in control agreement for Mr. Nocchiero at its next regularly scheduled meeting in May 2007.

Item 9.01Financial Statements and Exhibits.

(d)   Exhibits.

Exhibit No.	Description of Exhibit
99.1	Press release dated April 26, 2007

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 26, 2007	CF INDUSTRIES HOLDINGS, INC.
	By:	/s/ Douglas C. Barnard
		Name:	Douglas C. Barnard
		Title:	Vice President, General Counsel, and Secretary

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press release dated April 26, 2007

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EX-99.1

Exhibit 99.1

	4 Parkway North, Suite 400
	Deerfield, IL 60015
Contact:	Charles A. Nekvasil Director, Public and Investor Relations
	847-405-2515 — CNekvasil@cfindustries.com

Anthony J. Nocchiero Succeeds Ernest Thomas As Senior Vice President
And Chief Financial Officer of CF Industries Holdings, Inc.

Deerfield, IL — (BUSINESS WIRE) — April 26, 2007 — CF Industries Holdings, Inc. (NYSE: CF) today announced that Anthony Nocchiero has been elected to succeed Ernest Thomas as Senior Vice President and Chief Financial Officer, effective April 27, 2007.  Thomas, who has served in the position since May of 2004, is leaving the company to accept a senior financial position at another company.  Thomas is expected to remain an employee of the company for a short period and then serve as a consultant through August 31, 2007.

“We thank Ernie for his contributions to the company’s performance during the past three years, particularly his efforts leading up to and through our successful 2005 Initial Public Offering,” commented Stephen R. Wilson, chairman and chief executive officer of CF Industries Holdings, Inc.

Thomas’ successor, Tony Nocchiero, 56, was previously Chief Financial Officer and Vice President, Finance of Merisant Worldwide, Inc., a Chicago-based marketer of low-calorie sweeteners.  Prior to Merisant, he spent more than 25 years with BP Amoco PLC and its predecessor, Amoco Corporation, where he held a variety of financial and planning positions, including corporate controller at Amoco and chief financial officer of BP Chemicals.

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“We are pleased to have someone with Tony’s experience join our team at CF Industries.  I am confident that he will be a key contributor to meeting our strategic and financial objectives,” Wilson commented.  Nocchiero earned a BS in Chemical Engineering from Washington University and an MBA from the Kellogg Graduate School of Management at Northwestern University.  He is a resident of Evanston, Illinois.

About CF Industries Holdings, Inc.

CF Industries Holdings, Inc., headquartered in Deerfield, Illinois, is the holding company for the operations of CF Industries, Inc.  CF Industries, Inc. is a major producer and distributor of nitrogen and phosphate fertilizer products.  CF Industries operates world-scale nitrogen fertilizer plants in Donaldsonville, Louisiana and Medicine Hat, Alberta; conducts phosphate mining and manufacturing operations in Central Florida; and distributes fertilizer products through a system of terminals, warehouses, and associated transportation equipment located primarily in the midwestern United States.

Safe Harbor Statement

Certain statements contained in this release may constitute “forward-looking statements” within the meaning of federal securities laws. All statements in this release, other than those relating to historical information or current condition, are forward-looking statements. These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from such statements. These risks and uncertainties include: the relatively expensive and volatile cost of North American natural gas; the cyclical nature of our business; our history of losses; the nature of our products as global commodities; intense global competition in the consolidating markets in which we operate; conditions in the U.S. agricultural industry; weather conditions; our inability to accurately predict seasonal demand for our products; the concentration of our sales with certain large customers; the impact of changing market conditions on our forward pricing program; the significant risks and hazards against which we may not be fully insured; reliance on third party transportation providers; unanticipated consequences related to future expansion of our business; our inability to expand our business, including the significant resources that could be required; potential liabilities and expenditures related to environmental and health and safety laws and regulations; our inability to obtain or maintain required permits and governmental approvals; acts of terrorism; difficulties in securing the raw materials we use; changes in global fertilizer supply and demand; loss of key members of management and professional staff; and the other risks and uncertainties included from time to time in our filings with the Securities and Exchange Commission. We undertake no obligation to update or revise any forward-looking statements.

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